
                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY


                      STOCK AND WARRANT PURCHASE AGREEMENT
                      ------------------------------------

     THIS STOCK AND WARRANT  PURCHASE  AGREEMENT (this  "AGREEMENT") is made and
entered into this 3rd day of July,  2006, by and between EXETER CAPITAL PARTNERS
IV, L.P., a Delaware limited  partnership  (the "BUYER"),  and the UNITED STATES
SMALL BUSINESS  ADMINISTRATION,  in its capacity as court-appointed receiver for
EXETER VENTURE LENDERS, L.P., a Delaware limited partnership (the "SELLER");

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Seller is the record  owner of 65,617  shares (the  "SHARES")  of
Series A Preferred Stock, of CD&L, Inc., a Delaware corporation (the "COMPANY"),
which may be  converted  into a total of 656,170  shares of Common  Stock of the
Company; and

     WHEREAS,  Seller is also the record owner of 328,084 additional shares (the
"COMMON SHARES") of Common Stock of the Company; and

     WHEREAS,  Seller  has been  issued and  currently  holds  certain  Warrants
pursuant to a Warrant  Agreement (as defined below) (the  "WARRANTS")  entitling
Seller to purchase up to 84,375 shares of Common Stock of the Company; and

     WHEREAS,  Seller desires to sell and transfer to Buyer and Buyer desires to
purchase and acquire from Seller, all of the Shares, Common Shares and Warrants,
all upon the terms and conditions hereinafter set forth; and

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
contained  and for  other  good and  valuable  consideration,  the  receipt  and
sufficiency of which by each of the parties hereto is hereby acknowledged, it is
agreed as follows:

     1.   PURCHASE  OF SHARES,  COMMON  SHARES  AND  WARRANTS;  PURCHASE  PRICE.
Subject  to the  terms and  conditions  hereinafter  set  forth,  Seller  hereby
assigns,  transfers  and  delivers  to Buyer,  and Buyer  hereby  purchases  and
acquires from Seller,  all of Seller's  right,  title and interest in and to all
the  Shares,   Common   Shares  and  the  Warrants  for  a  purchase   price  of
$2,243,277.15, payable in cash.

     2.   CLOSING.

          2.1  CLOSING.   The  closing  (the  "CLOSING")  of  the   transactions
contemplated  under this  Agreement  shall take  place  simultaneously  with the
execution and delivery of this Agreement.  In connection  with the Closing,  the
Buyer  shall  deliver  the  purchase  price to the  Seller by wire  transfer  of

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immediately  available  funds  pursuant to the  Seller's  instructions,  and the
Seller shall deliver the Shares,  Common  Shares and  Warrants,  together with a
fully  executed  form of  assignment  and  transfer in the form of EXHIBIT A, to
Velocity Express Corporation  ("VELOCITY") or its counsel, Budd Larner, P.C., in
accordance  with the Buyer's  separate  obligations to Velocity under the Exeter
Capital Purchase Agreements (as defined below).

          2.2  OBLIGATIONS OF PARTIES UNCONDITIONAL.  (a) Contemporaneously with
or  immediately  after the  execution  and delivery of this  Agreement,  (i) the
Company,  Velocity Express  Corporation  ("VELOCITY") and CD&L Acquisition Corp.
are entering into an Agreement and Plan of Merger (the "MERGER AGREEMENT"), (ii)
BNP Paribas is entering  into a Series A  Preferred  Stock and Warrant  Purchase
Agreement with Velocity (the "PARIBAS  PURCHASE  AGREEMENT"),  pursuant to which
Paribas shall sell and transfer shares of Series A Preferred Stock, Common Stock
and Warrants to Velocity,  (iii) the Buyer is entering into one or more Series A
Preferred Stock, Common Stock and Warrant Purchase Agreements with Velocity (the
"EXETER  CAPITAL  PURCHASE  AGREEMENTS"  and together with the Paribas  Purchase
Agreement, the "VELOCITY PURCHASE AGREEMENTS") pursuant to which the Buyer shall
sell  and  transfer  shares  of  Preferred  Stock,  Common  Stock  and  Warrants
(including  without  limitation  those  acquired  from  the  Seller  under  this
Agreement)  to  Velocity,  and (iv)  Velocity  proposes to issue and sell to the
Buyer,  and the Buyer proposes to purchase from Velocity,  certain of Velocity's
12% Senior Secured Notes due 2010 and Velocity's  warrants to purchase shares of
common stock of Velocity (the "NOTES AND WARRANTS TRANSACTION").

          (b)  It is understood and agreed that,  upon execution and delivery of
this Agreement by the parties, the obligations of Buyer and the Seller hereunder
to complete the purchase and sale of Shares,  Common  Shares and the Warrants as
provided in this Agreement are absolute and  unconditional;  the closing of such
purchase  and sale shall not in any way be subject  to or  conditioned  upon the
closing of any of the  transactions  contemplated by the Merger Agreement or the
Velocity Purchase Agreements, or the Notes and Warrants Transaction.

     3.   REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and
warrants to Buyer as follows:

          3.1  AUTHORIZATION.  Seller is duly organized, validly existing and in
good standing under the laws of its state of  organization.  Seller has the full
right,  power,  legal  capacity and  authority to execute this  Agreement and to
perform all of the  agreements,  undertakings,  covenants,  representations  and
warranties herein contained. This Agreement has been duly executed and delivered
by Seller and constitutes Seller's legal, binding and enforceable obligation.

          3.2  TITLE TO SHARES,  COMMON SHARES AND WARRANTS.  To the best of its
knowledge,  Seller is the sole  owner of and has the right to sell and  transfer
the  Shares,  Common  Shares  and  Warrants  to Buyer and to assign  its  rights
pursuant to the Accompanying  Agreements (as defined below) to the Buyer. To the
best of Seller's knowledge,  the Shares, Common Shares and Warrants are free and
clear of all liens, encumbrances,  claims, charges, assessments, rights, options
and warrants. To the best of Seller's knowledge,  upon execution and delivery of

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this  Agreement  Buyer shall  receive good and  marketable  title to the Shares,
Common Shares and Warrants, free and clear of all liens.

          3.3  NO VIOLATION. The execution of this Agreement and the delivery of
the Shares and Warrants by Seller to Buyer and the  performance by Seller of its
respective   obligations  hereunder  and  the  consummation  by  Seller  of  the
transactions  contemplated  by this  Agreement  will  not:  (a)  contravene  any
provision of the governing documents of the Seller; or (b) conflict with, result
in any breach of the federal  court order  appointing  SBA as receiver of Exeter
Venture Lenders, L.P.

          3.4  Exclusivity of Representations. EXCEPT AS PROVIDED HEREIN, SELLER
EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES.

     4.   REPRESENTATIONS  AND WARRANTIES OF BUYER.  Buyer hereby represents and
warrants to Seller as follows:

          4.1  AUTHORIZATION.  Buyer is duly organized,  validly existing and in
good standing under the laws of its state of organization  and was not organized
for the specific  purpose of acquiring  the Shares,  Common  Shares or Warrants.
Buyer has the full right,  power,  legal  capacity and authority to execute this
Agreement  and  to  perform  all  of the  agreements,  undertakings,  covenants,
representations  and warranties herein contained.  The execution and delivery of
this Agreement and the issuance of the Senior Secured Note and Buyer Warrant has
been duly authorized by all necessary Buyer corporate action. This Agreement has
been duly executed and delivered by Buyer and constitutes Buyer's legal, binding
and enforceable obligation,  subject to bankruptcy,  insolvency,  reorganization
and other laws affecting  creditors rights  generally,  and subject to remedies,
the  enforcement  of which  vests  in the  discretion  of  courts  of  equitable
jurisdiction.

          4.2  NO VIOLATION. The execution of this Agreement and the performance
by Buyer of its respective  obligations  hereunder and the consummation by Buyer
of the transactions  contemplated by this Agreement will not: (a) contravene any
provision of the governing  documents of the Buyer; or (b) conflict with, result
in any breach of, or  constitute  a default (or an event which  would,  with the
passage of time or the giving of notice or both, constitute a default) under, or
give rise to a right to terminate,  amend,  modify,  abandon or accelerate,  any
contract or  agreement  which is  applicable  to,  binding  upon or  enforceable
against the Buyer; or (c) conflict with,  result in any breach of, or constitute
a default  (or an event which  would,  with the passage of time or the giving of
notice  or both,  constitute  a  default)  under,  any  applicable  law or other
governmental requirement.

          4.3  EXCLUSIVITY OF REPRESENTATIONS.  EXCEPT AS PROVIDED HEREIN, BUYER
EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES.

     5.   ASSIGNMENT OF RIGHTS UNDER ACCOMPANYING  AGREEMENTS.  By execution and
delivery of this Agreement, Seller hereby grants, assigns and transfers to Buyer

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Seller's full right, title and interest in and to (a) that certain  Stockholders
Agreement dated April 14, 2004 by and among the Company and certain stockholders
of  the  Company  (the  "STOCKHOLDERS  AGREEMENT");  (b)  that  certain  Warrant
Agreement by and among the Company,  Buyer and the Investors dated as of January
29,  1999  (the  "WARRANT  AGREEMENT");  (c) that  certain  Registration  Rights
Agreement  dated  as of  April  14,  2004 by and  between  the  Company  and the
Investors  and  certain  other  investors   referenced   therein  (the  "COMPANY
REGISTRATION RIGHTS AGREEMENT"), and (d) that certain Restructuring and Exchange
Agreement dated as of April 14, 2004 by and among the Seller,  the Company,  the
Investors  and certain  other  stockholders  of the Company (the  "RESTRUCTURING
AGREEMENT" and collectively  with the Warrant  Agreement,  Company  Registration
Rights Agreement and the Stockholders Agreement, the "ACCOMPANYING AGREEMENTS").
Buyer  hereby  assumes  all  of  the  obligations  of  Seller  pursuant  to  the
Accompanying Agreements.

     6.   MISCELLANEOUS.

          6.1  NOTICE.

               (a)  Any  notice or other  communication  required  or  permitted
hereunder shall be in writing and shall be deemed to have been duly given on (i)
the date of service if served personally; (ii) three (3) business days after the
date of mailing, if mailed by first class mail, registered or certified, postage
prepaid,  return receipt requested; or (iii) one (1) business day after delivery
to the  courier  if sent by  private  courier  guaranteeing  next day  delivery,
delivery charges prepaid.

               (b)  Notices shall be sent to the following addresses:  (i) if to
Buyer,  to 10 East 53rd Street,  32nd Floor,  New York, New York 10022,  or such
other address as may hereafter be designated in writing by Buyer; and (ii) if to
Seller,  to SBA as Receiver for Exeter Venture Lenders,  LP attn: Gerry McClure,
666 11th Street,  NW Suite 200,  Washington,  DC 20416, or such other address as
may hereafter be designated in writing by the Seller.

          6.2  SEVERABILITY.  The invalidity of any provision of this Agreement,
or part  thereof,  shall  not  affect  the  validity  or  enforceability  of the
remainder of such provision and/or this Agreement.

          6.3. BENEFIT.  All the terms and provisions  hereof shall inure to the
benefit of and be binding upon the  successors  and assigns of the Buyer and the
respective successors and assigns of the Seller.

          6.4. COUNTERPARTS;   FACSIMILE  SIGNATURES.   This  Agreement  may  be
executed  in one or more  counterparts,  each of which  shall be deemed to be an
original,  and all of which  together  shall be deemed to constitute one and the
same  Agreement.  A facsimile  signature to this Agreement of any party shall be
considered to have the same binding legal effect as an original signature.

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          6.5. HEADINGS.  The headings of the  paragraphs of this  Agreement are
for  convenience  and  reference  only  and do not  constitute  a part  of  this
Agreement and in no way modify,  interpret or construe the  understanding of the
parties hereto.

          6.6. GOVERNING LAW; JURISDICTION.

               (a)  This Agreement and the rights and obligations of the parties
hereunder  shall be construed  and enforced in  accordance  with the laws of the
State of Delaware,  without  giving effect to the principles to the conflicts of
law thereof.

               (b)  Each party to this Agreement irrevocable consents and agrees
that any legal  action or  proceeding  with  respect to this  Agreement  and any
action for enforcement of any judgment in respect thereof will be brought in the
United  Stated  District  Court  for the  Southern  District  of New  York  (the
"RECEIVERSHIP  COURT"),  and, by execution and delivery of this Agreement,  each
party to this  Agreement  irrevocably  submits to and  accepts for itself and in
respect  of  its  property,   generally  and   unconditionally,   the  exclusive
jurisdiction  of the  aforesaid  court  and  appellate  courts  from any  appeal
thereof.  Each  party to this  Agreement  further  irrevocably  consents  to the
service  of process  out of any of the  aforesaid  courts in any such  action or
proceeding  by the mailing of copies  thereof in the manner set forth in Section
6.1 hereof. Each party to this Agreement hereby irrevocably waives any objection
which it may now have or  hereafter  have to the  laying  of venue of any of the
aforesaid  actions or  proceedings  arising  out of or in  connection  with this
Agreement brought in the court referred to above and hereby further  irrevocably
waives and  agrees not to plead or claim in any such court that any such  action
or proceeding brought in any such court is an inconvenient forum.

          6.7. ENTIRE   AGREEMENT.   This  Agreement   constitutes   the  entire
understanding  between the parties  hereto and may not be changed,  nor modified
orally,  but only by the  amendment to the  Agreement in writing,  signed by the
party against whom enforcement of any change or modification in sought.

          6.8. INTEGRATION.  This Agreement  supersedes all prior agreements and
understandings  among  the  parties  to this  Agreement  and  contains  the full
understanding  of the parties  hereto with respect to the subject matter hereof;
and there are no representations,  warranties,  agreements or undertakings other
than expressly contained herein or therein.

          6.9  INTERPRETATION. In all references herein to any parties, persons,
entities  or  corporations,  the use of any  particular  gender or the plural or
singular number is intended to include the  appropriate  gender or number as the
text of the within instrument may require.

          6.10 MODIFICATION. This Agreement may be modified or amended only by a
written  instrument duly signed by all of the parties hereto or their respective
successors or assigns.

          6.11 ASSIGNMENTS AND SUCCESSORS. No party may assign any of its rights
under this Agreement  without the prior written  consent of the other parties to
this Agreement. Subject to the preceding sentence, this Agreement will apply to,
be binding in all respects  upon, and inure to the benefit of the successors and
permitted assigns of the parties.

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          6.12 BENEFITS  ONLY TO PARTIES.  Nothing  expressed by or mentioned in
this  Agreement  is intended or shall be construed to give any person other than
the parties hereto and their  respective  successors  and permitted  assigns any
legal or equitable right,  remedy or claim under or in respect of this Agreement
or any  provision  herein  contained,  this  Agreement  and all  conditions  and
provisions  hereof  being  intended  to be and being for the sole and  exclusive
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.

          6.13 FURTHER ASSURANCES.  Each Seller and Buyer, at their own cost and
expense,  promptly shall execute such documents and other  instruments  and take
such further actions as may be reasonably required or desirable to carry out the
provisions hereof and to consummate the transactions contemplated hereby.

          6.14 WAIVER  OF TRIAL  BY JURY.  EACH OF THE  PARTIES  HERETO,  TO THE
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL
BY  JURY  IN  ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM,  ARISING  OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.

          6.15 RECITALS.  The recitals to this Agreement are incorporated herein
by  this  reference  and  shall  be  construed  as if  they  are a part  of this
Agreement.


                            [SIGNATURE PAGE FOLLOWS]

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     IN WITNESS  WHEREOF,  Seller and Buyer have executed this Stock and Warrant
Purchase Agreement as of the date first above written.

                                  BUYER:

                                  EXETER CAPITAL PARTNERS IV, L.P.,
                                  a Delaware limited partnership


                                  By:      /s/ Keith R. Fox
                                     -------------------------------------------
                                  Print Name:  Keith R. Fox
                                  Print Title:




                                  SELLER:

                                  UNITED STATES SMALL  BUSINESS  ADMINISTRATION,
                                  IN ITS  CAPACITY AS  COURT-APPOINTED  RECEIVER
                                  FOR EXETER VENTURE  LENDERS,  L.P., a Delaware
                                  limited partnership




                                  By:      /s/ Thomas G. Morris
                                    --------------------------------------------
                                  Print Name: Thomas G. Morris
                                  Print Title: Director, Office of Liquidation


            [Signature Page to Stock and Warrant Purchase Agreement]

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                                                                       EXHIBIT A
                                                                       ---------


                             STOCK AND WARRANT POWER

     FOR VALUE RECEIVED,  the undersigned,  does, effective as of July 3,  2006
hereby sell,  assign and transfer  unto EXETER  CAPITAL  PARTNERS IV, L.P.:  (i)
Sixty Five Thousand Six Hundred Seventeen  (65,617) shares of Series A Preferred
Stock of CD&L,  Inc., a Delaware  corporation;  (ii) Three Hundred  Twenty Eight
Thousand Eighty-Four  (328,084) shares of Common Stock of CD&L, Inc., a Delaware
corporation;  and (iii) a Warrant  entitling the  undersigned  to purchase up to
Eighty Four Thousand Three Hundred  Seventy Five (84,375) shares of Common Stock
of CD&L, Inc., a Delaware corporation,  represented by Stock Certificates No. __
and No___  and  Warrant  No.  ___,  respectively,  and does  hereby  irrevocably
constitute  and appoint the  Secretary  of the said  corporation  as attorney to
transfer  said  stock  on the  books  of said  corporation  with  full  power of
substitution in the premises.

     IN WITNESS WHEREOF,  the undersigned has set his hand as of the 3rd day of
July, 2006.

                                  UNITED STATES SMALL BUSINESS ADMINISTRATION IN
                                  ITS CAPACITY AS  COURT-APPOINTED  RECEIVER FOR
                                  EXETER  VENTURE  LENDERS,   L.P.,  a  Delaware
                                  limited partnership


                                  By:  /s/ Thomas G. Morris
                                     -------------------------------------------
                                  Print Name: Thomas G. Morris
                                  Print Title: Director, Office of Liquidation

[MEDALLION GUARANTEE]


By:
   -------------------

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